(k) Provisions and contingent liabilitiesGeneral:
Provisions are recognised when theCompany has a present obligation (legalor constructive) as a result of a past event,it is probable that an outflow of resourcesembodying economic benefits will berequired to settle the obligation and areliable estimate can be made of the amountof the obligation. The expense relating to aprovision is presented in the statement ofprofit and loss, net of any reimbursement.
If the effect of the time value of money ismaterial, provisions are discounted usinga current pre-tax rate that reflects, whenappropriate, the risks specific to the liability.When discounting is used, the increase inthe provision due to the passage of time isrecognised as a finance cost.
Warranty provisions
The Company provides warranties forgeneral repairs of defects that existed at thetime of sale, as required by law. Provisionsrelated to these assurance-type warrantiesare recognised when the product is sold tothe customer. Initial recognition is based onhistorical experience. The initial estimate ofwarranty-related costs is revised annually.The timing of outflows will vary as and whenwarranty claim will arise being typically up toone year.
Contingent liabilities
A contingent liability is a possible obligationthat a rises from past events whose existencewill be confirmed by the occurrence ornon-occurrence of one or more uncertainfuture events beyond the control of theCompany or a present obligation that is notrecognised because it is not probable thatan outflow of resources will be required tosettle the obligation. A contingent liabilityalso arises in extremely rare cases wherethere is a liability that cannot be recognisedbecause it cannot be measured reliably. TheCompany does not recognise a contingentliability but discloses its existence in thefinancial statements.
(l) Retirement and other employee benefits
Retirement benefit in the form of providentfund is a defined contribution scheme. TheCompany has no obligation, other thanthe contribution payable to the providentfund. The Company recognises contributionpayable to the provident fund scheme asan expense, when an employee rendersthe related service. If the contributionpayable to the scheme for service receivedbefore the balance sheet date exceedsthe contribution already paid, the deficitpayable to the scheme is recognised as aliability after deducting the contributionalready paid. If the contribution already paidexceeds the contribution due for servicesreceived before the balance sheet date,then excess is recognised as an asset to theextent that the pre-payment will lead to, for
example, a reduction in future payment or acash refund.
The Company operates a defined benefitgratuity plan, which requires contributionsto be made to a separately administeredfund. The contributions are made to theAjax Engineering Private Limited EmployeesGratuity Trust managed by a private sectorinsurer viz; Kotak Mahindra Life Insurance Ltd..
The cost of providing benefits underthe defined benefit plan is determinedusing the projected unit credit method.The present value of the defined benefitobligation is determined by discounting theestimated future cash outflows by referenceto market yields at the end of the reportingperiod on government bonds that haveterm approximating the term of the relatedobligation. Remeasurements, comprisingof actuarial gains and losses, the effectof the asset ceiling, excluding amountsincluded in net interest on the net definedbenefit liability and the return on planassets (excluding amounts included in netinterest on the net defined benefit liability),are recognised immediately in the balancesheet with a corresponding debit or credit toretained earnings through OCI in the periodin which they occur. Remeasurements arenot reclassified to profit or loss in subsequentperiods.
Past service costs are recognised in profit orloss on the earlier of:
• the date of the plan amendment orcurtailment, and
• the date that the Company recognisesrelated restructuring costs
Net interest is calculated by applying thediscount rate to the net defined benefitliability or asset. The Company recognisesthe following changes in the net definedbenefit obligation as an expense in thestatement of profit and loss:
• service costs comprising current servicecosts, past-service costs, gains andlosses on curtailments and non-routinesettlements; and
• net interest expense or income
Further, the Company also provides otherretirement benefits to certain eligibleemployees for which the costs are providedbased on the actuarial valuation using theprojected unit credit method at the year-end. Actuarial gain/loss are immediatelytaken to the statement of profit and loss andare not deferred.
Leave encashment / Compensatedabsences
Accumulated leave, which is expected tobe utilised within the next twelve months,is treated as short-term employee benefit.The Company measures the expected costof such absences as the additional amountthat it expects to pay as a result of theunused entitlement that has accumulatedat the reporting date.
The Company treats accumulated leaveexpected to be carried forward beyond twelvemonths, as long-term employee benefit formeasurement purposes. Such long-termcompensated absences are provided forbased on the actuarial valuation using theprojected unit credit method at the year-end. Actuarial gain/loss are immediatelytaken to the statement of profit and loss andare not deferred. The Company presentsthe entire leave encashment provision as acurrent liability in the balance sheet, sinceit does not have an unconditional right todefer its settlement for twelve months afterthe reporting date.
(m) Financial instruments
A financial instrument is any contract thatgives rise to a financial asset of one entityand a financial liability or equity instrumentof another entity.
Financial assets:
Initial recognition and measurement
All financial assets and liabilities are initiallymeasured at fair value. Transaction costs thatare directly attributable to the acquisitionor issue of financial assets and financialliabilities (other than financial assets andfinancial liabilities at fair value through profitor loss) are added to or deducted from thefair value measured on initial recognition offinancial asset or financial liability.
Subsequent measurement
• Financial assets at amortised cost
Financial assets are subsequentlymeasured at amortised cost using theeffective interest rate (EIR) method ifthese financial assets are held withina business whose objective is to holdthese assets to collect contractual cashflows and the contractual terms of thefinancial asset give rise on specifieddates to cash flows that are solelypayments of principal and interest onthe principal amount outstanding.Amortised cost is calculated by takinginto account any discount or premiumon acquisition and fees or costs thatare an integral part of the EIR. The EIRamortisation is included in financeincome in the profit or loss. The lossesarising from impairment are recognisedin the profit or loss including othercomprehensive income. This categorygenerally applies to trade and otherreceivables.
• Financial assets at fair value throughother comprehensive income
Financial assets are measured at fairvalue through other comprehensiveincome if these financial assets are heldwithin a business whose objective isachieved by both collecting contractualcash flows and selling financial assetsand the contractual terms of thefinancial asset give rise on specifieddates to cash flows that are solelypayments of principal and interest onthe principal amount outstanding. Fairvalue movements are recognised inOther Comprehensive Income (OCI).
• Financial assets at fair value throughprofit or loss
Financial assets are measured at fairvalue through profit or loss unless it ismeasured at amortised cost or at fairvalue through other comprehensiveincome on initial recognition. Thetransaction costs directly attributableto the acquisition of financial assetsat fair value through profit or loss are
immediately recognised in statementof profit and loss.
• Derecognition
The Company derecognises a financialasset when the contractual rights to thecash flows from the financial asset expireor it transfers the financial asset andthe transfer qualifies for derecognitionunder Ind AS 109.
Interest income
Interest income on bank deposits andbonds is recognised on a time proportionbasis taking into account the amountoutstanding and the applicable interest rate.
For all financial instruments measured atamortised cost, interest income is recordedusing the effective interest rate (EIR). EIR isthe rate that exactly discounts the estimatedfuture cash payments or receipts over theexpected life of the financial instrumentor a shorter period, where appropriate, tothe net carrying amount of the financialasset or to the amortised cost of a financialliability. When calculating EIR, the Companyestimates the expected cash flows byconsidering all the contractual terms of thefinancial instrument but does not considerthe expected credit losses. Interest incomeis included in other income in the statementof profit and loss.
Financial liabilities:
The Company's financial liabilities includetrade and other payables and borrowings.
Financial liabilities are classified, at initialrecognition, as financial liabilities at fair valuethrough profit or loss, loans and borrowings,payables as appropriate.
All financial liabilities are recognised initiallyat fair value and, in the case of loans andborrowings and payables, net of directlyattributable transaction costs.
• Financial liabilities at fair value throughprofit or loss
Financial liabilities at fair value throughprofit or loss include financial liabilitiesheld for trading and financial liabilitiesdesignated upon initial recognitionas at fair value through profit or loss.Financial liabilities are classified as heldfor trading if they are incurred for thepurpose of repurchasing in the nearterm.
• Financial liabilities at amortised cost(Loans and borrowings)
Financial liabilities are subsequentlymeasured at amortised cost using theeffective interest method. Gains andlosses are recognised in profit or losswhen the liabilities are derecognisedas well as through the EIR amortisationprocess. Amortised cost is calculatedby taking into account any discountor premium on acquisition and fees orcosts that are an integral part of theEIR. The EIR amortisation is included infinance cost in the statement of profitand loss. For trade and other payablesmaturing within one year from thebalance sheet date, the carryingamounts approximate fair value due tothe short maturity of these instruments.
A financial liability is derecognisedwhen the obligation under the liabilityis discharged or cancelled or expires.When an existing financial liability isreplaced by another from the samelender on substantially different terms,or the terms of an existing liabilityare substantially modified, such anexchange or modification is treatedas the derecognition of the originalliability and the recognition of a newliability. The difference in the respectivecarrying amounts is recognised in thestatement of profit or loss.
Financial assets and financial liabilities areoffset and the net amount is reported inthe balance sheet if there is a currentlyenforceable legal right to offset therecognised amounts and there is an intentionto settle on a net basis, to realise the assetsand settle the liabilities simultaneously.
(n) Cash and cash equivalents
Cash and cash equivalent in the balancesheet comprise cash in hand, cash at banksand short-term deposits with an originalmaturity of three months or less, that arereadily convertible to a known amount ofcash and subject to an insignificant risk ofchanges in value.
For the purpose of the statement of cashflows, cash and cash equivalents consist ofcash and short-term deposits, as definedabove, net of outstanding cash credits asthey are considered an integral part of theCompany's cash management.
(o) Dividend
The Company recognises a liability tomake cash distributions to equity holdersof the Company when the distributionis authorised and the distribution is nolonger at the discretion of the Company.A corresponding amount is recogniseddirectly in equity. Final dividends on sharesare recorded as a liability on the date ofapproval by the shareholders and interimdividends are recorded as a liability on thedate of declaration by the Company's Boardof Directors.
(p) Earnings per share
Basic earnings per share is calculated bydividing the net profit or loss attributableto equity holders by the weighted averagenumber of equity shares outstanding duringthe year.
Partly paid equity shares are treated as afraction of an equity share to the extent thatthey are entitled to participate in dividendsrelative to a fully paid equity share duringthe reporting year. The weighted averagenumber of equity shares outstanding duringthe year is adjusted for events such as bonusissue and share split that have changedthe number of equity shares outstanding,without a corresponding change inresources.
For the purpose of calculating dilutedearnings per share, the net profit or lossfor the period attributable to equityshareholders and the weighted average
number of shares outstanding during theperiod are adjusted for the effects of alldilutive potential equity shares.
(q) Segment reporting
Operating segments are reported ina manner consistent with the internalreporting provided to the Chief OperatingDecision Maker. The Chief OperatingDecision Maker is considered to be theBoard of Directors which makes strategicdecisions and is responsible for allocatingresources and assessing performance of theoperating segments.
(r) Share-based payments
Senior executives and employees of theCompany receive remuneration in the formof share-based payments, whereby theyrender services as consideration for equityinstruments (equity-settled transactions).The cost of equity-settled transactions isdetermined by the fair value at the datewhen the grant is made using an appropriatevaluation model.
That cost is recognised, together with acorresponding increase in share-basedpayment (SBP) reserves in equity, over theperiod in which the performance and/orservice conditions are fulfilled in employeebenefits expense. The cumulative expenserecognised for equity-settled transactionsat each reporting date until the vestingdate reflects the extent to which the vestingperiod has expired and the Company'sbest estimate of the number of equityinstruments that will ultimately vest. Theexpense or credit in the statement of profitand loss for a year represents the movementin cumulative expense recognised as atthe beginning and end of that year and isrecognised in employee benefits expense.
Service conditions and non-marketperformance condition are not taken intoaccount when determining the grant datefair value of awards, but the likelihood of theconditions being met is assessed as part ofthe Company's best estimate of the numberof equity instruments that will ultimatelyvest. Market performance conditions arereflected within the grant date fair value. Any
other conditions attached to an award, butwithout an associated service requirement,are considered to be non-vesting conditions.Non-vesting conditions are reflected inthe fair value of an award and lead to animmediate expensing of an award unlessthere are also service and/or performanceconditions.
No expense is recognised for awards thatdo not ultimately vest because serviceconditions and/or non-market performancecondition have not been met. Whereawards include a market or non-vestingcondition, the transactions are treated asvested irrespective of whether the market ornon-vesting condition is satisfied, providedthat all other performance and/or serviceconditions are satisfied.
The dilutive effect of outstanding options isreflected as additional share dilution in thecomputation of diluted earnings per share.
When the terms of an equity-settled awardare modified, the minimum expenserecognised is the grant date fair valueof the unmodified award, provided theoriginal vesting terms of the award aremet. An additional expense, measured asat the date of modification, is recognisedfor any modification that increases thetotal fair value of the share-based paymenttransaction, or is otherwise beneficial to theemployee. Where an award is cancelled bythe Company or by the counterparty, anyremaining element of the fair value of theaward is expensed immediately throughprofit or loss.
The new and amended standards andinterpretations that are issued, but not yeteffective, up to the date of issuance of theCompany's financial statements are disclosedbelow. The Company will adopt this new andamended standard, when it become effective.
Lack of exchangeability - Amendments to IndAS 21
The Ministry of Corporate Affairs notifiedamendments to Ind AS 21 The Effects ofChanges in Foreign Exchange Rates to specify
how an entity should assess whether a currencyis exchangeable and how it should determinea spot exchange rate when exchangeability islacking. The amendments also require disclosureof information that enables users of its financialstatements to understand how the currencynot being exchangeable into the other currencyaffects, or is expected to affect, the entity'sfinancial performance, financial position andcash flows.
The amendments are effective for annualreporting periods beginning on or after 01 April2025. When applying the amendments, an entitycannot restate comparative information.
The amendments are not expected to have amaterial impact on the Company's financialstatements.
2.4 New and amended standards
The Company applied for the first-time certainstandards and amendments, which are effectivefor annual periods beginning on or after 01 April2024. The Company has not early adopted anystandard, interpretation or amendment that hasbeen issued but is not yet effective.
(a) Ind AS 117 Insurance Contracts
The Ministry of Corporate Affairs (MCA)notified the Ind AS 117, Insurance Contracts,vide notification dated August 12, 2024,under the Companies (Indian AccountingStandards) Amendment Rules, 2024, whichis effective from annual reporting periodsbeginning on or after 01 April 2024.
Ind AS 117 Insurance Contracts is acomprehensive new accounting standardfor insurance contracts covering recognitionand measurement, presentation anddisclosure. Ind AS 117 replaces Ind AS 104Insurance Contracts. Ind AS 117 applies toall types of insurance contracts, regardlessof the type of entities that issue them aswell as to certain guarantees and financialinstruments with discretionary participationfeatures; a few scope exceptions will apply.Ind AS 117 is based on a general model,supplemented by:
• A specific adaptation for contractswith direct participation features (thevariable fee approach)
• A simplified approach (the premiumallocation approach) mainly for short-duration contracts
The application of Ind AS 117 does not havematerial impact on the Company's separatefinancial statements as the Company hasnot entered any contracts in the nature ofinsurance contracts covered under Ind AS117.
(b) Amendments to Ind AS 116 Leases - LeaseLiability in a Sale and Leaseback
The MCA notified the Companies (IndianAccounting Standards) Second AmendmentRules, 2024, which amend Ind AS 116, Leases,with respect to Lease Liability in a Sale andLeaseback. The amendment specifies therequirements that a seller-lessee uses inmeasuring the lease liability arising in asale and leaseback transaction, to ensurethe seller-lessee does not recognise anyamount of the gain or loss that relates tothe right of use it retains. The amendmentis effective for annual reporting periodsbeginning on or after 01 April 2024 andmust be applied retrospectively to sale andleaseback transactions entered into after thedate of initial application of Ind AS 116. Theamendments do not have a material impacton the Company's financial statements.
3 SIGNIFICANT ACCOUNTING JUDGEMENTS,ESTIMATES AND ASSUMPTION
The preparation of the Company's financialstatements requires management to makejudgements, estimates and assumptionsthat affect the reported amounts of revenues,expenses, assets and liabilities, and theaccompanying disclosures, and the disclosureof contingent liabilities. Uncertainty aboutthese assumptions and estimates could resultin outcomes that require a material adjustmentto the carrying amount of assets or liabilitiesaffected in future periods.
Other disclosures relating to the Company'sexposure to risks and uncertainties includes:
• Capital management (note 39)
• Financial risk management objectives andpolicies (note 38)
• Sensitivity analysis disclosures (notes 34and 38)
Information about significant areas of estimationand assumptions / uncertainty and judgementsin applying accounting policies that may havesignificant impact are as follows:
(a) Measurement of defined benefitobligations:
The cost of the defined benefit gratuityplan and the present value of the gratuityobligation are determined using actuarialvaluations. An actuarial valuation involvesmaking various assumptions that may differfrom actual developments in the future.These include the determination of thediscount rate, future salary increases andmortality rates. Due to the complexitiesinvolved in the valuation and its long-termnature, a defined benefit obligation is highlysensitive to changes in these assumptions.All assumptions are reviewed at eachreporting date.
The parameter most subject to change is thediscount rate. In determining the appropriatediscount rate, the management considersthe interest rates of government bonds incurrencies consistent with the currencies ofthe post- employment benefit obligation.The mortality rate is based on publiclyavailable mortality tables. Those mortalitytables tend to change only at interval inresponse to demographic changes. Futuresalary increases and gratuity increases arebased on expected future inflation rate andpast trends. Further details about gratuityobligations are given in note 34.
(b) Leases - estimating the incrementalborrowing rate:
The Company cannot readily determine theinterest rate implicit in the lease, therefore, ituses its incremental borrowing rate (IBR) to
measure lease liabilities. The IBR is the rateof interest that the Company would haveto pay to borrow over a similar term, andwith a similar security, the funds necessaryto obtain an asset of a similar value to theright-of-use asset in a similar economicenvironment.
(c) Leases - assumptions while consideringlease term:
The Company determines the lease termas the agreed tenure of the lease, togetherwith any periods covered by an option toextend the lease if it is reasonably certainto be exercised, or any periods coveredby an option to terminate the lease, if it isreasonably certain not to be exercised. Afterthe commencement date, the Companyreassesses the lease term if there is asignificant event or change in circumstancesthat is within its control and affects its abilityto exercise or not to exercise the option torenew or to terminate (e.g., constructionof significant leasehold improvements orsignificant customisation to the leased asset).
(d) Provision for product warranties:
The product warranty obligations andestimations thereof are determined usinghistorical information on the type ofproduct, nature, frequency and averagecost of warranty claims and the estimatesregarding possible future incidences ofproduct failures. Changes in estimatedfrequency and amount of future warrantyclaims, which are inherently uncertain, canmaterially affect warranty expense.
(e) Provision for expected credit loss on tradereceivables:
The measurement of expected credit lossreflects a probability-weighted outcome,the time value of money and the bestavailable forward-looking information. Thecorrelation between historical observeddefault rates, forecast economic conditionsand expected credit loss is a significantestimate. The amount of expected creditloss is sensitive to changes in circumstancesand forecasted economic conditions. The
Company's historical credit loss experienceand forecast of economic conditions maynot be representative of the actual default inthe future.
In accordance with the Ind AS 102 ShareBased Payments, the cost of equity-settledtransactions is measured using the fair valuemethod. The cumulative expense recognisedfor equity-settled transactions at each
reporting date until the vesting date reflectsthe extent to which the vesting period hasexpired and the Company's best estimateof the number of equity instruments thatwill ultimately vest. The expense or creditrecognised in the Statement of profit andloss including other comprehensive income/loss for a year represents the movementin cumulative expense recognised as atthe beginning and end of that year and isrecognised in employee benefits expense.
(a) Pertains to capital reserve created on account of business combination during the year ended 31 March2019 as per the requirements of Ind AS 103 - Business Combinations.
(b) Under the erstwhile Companies Act, 1956, general reserve was created through an annual transfer ofnet income at a specified percentage in accordance with applicable regulations. Such amount can beutilised in accordance with the specific requirements of Companies Act, 2013.
(c) Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfersto general reserve, dividends or other distributions paid to shareholders. Retained earnings include re¬measurement gain/(loss) on defined benefit plans, net of taxes that will not be reclassified to Statementof Profit and Loss.
(d) The Company recognises changes in the fair value of debt instruments held with business objectiveof collect and sell in other comprehensive income. These changes are accumulated within the debtinstruments through other comprehensive income within equity. The Company transfers amountsfrom this reserve to the statement of profit and loss when the debt instrument is sold. Any impairmentloss on such instruments is reclassified immediately to the statement of profit and loss.
(a) The overall sanctioned facility of loan is ' 220 million (fund based) and ' 70 million (non-fund based)repayable on demand. The lending rate is based on marginal cost of funds (MCLR) plus 0.15%. The loanis secured against inventories, trade receivables and other current assets and collateral security includesequitable mortgage of factory land and building at Plot No. 16 and 17 measuring 121,460 Sq. Ft (SurveyNo. 95 and 97 Bashettiha 11 i Village) KIADB Industrial Area, Doddaballapur - 561 203. Cash collateral in theform of investment in SBI Mutual Fund. The collateral security also includes personal guarantee of thedirectors, Mr. Krishnaswamy Vijay and Mr. Jacob Jiten John (note 35). As at 31 March 2025, the Companyhad available ' 272.52 million (31 March 2024 : ' 215.91 million) of undrawn committed borrowing facilitiesunder this facility.
Secured cash credit from banks contain certain financial covenants relating to adverse deviation inrespect of any two of the following financial parameters (DSCR, Interest coverage ratio, FACR, Debt /EBIDTA) and attracts penal interest. It also contains few non-financial covenants. The Company hassatisfied all the covenants prescribed in the terms of bank loan. The Company has not defaulted on anyinterest payable.
(b) (i) The overall sanctioned facility of working capital demand loan is ' 50 million (31 March 2024: ' 50
million) with a tenor of 180 days. The lending rate is based on MCLR plus spread (MCLR plus 0.55%).
The sanctioned facilities are unsecured.
(ii) The overall sanctioned facility of working capital demand loan is ' 150 million (31 March 2024: ' 150million) with a tenor of 90 days (including cash credit of ' 10 million and Letter of credit, StandbyLetter of Credit of ' 30 million repayable on demand, MTM limit of ' 40 million). The lending rate isbased on MCLR plus spread. The sanctioned facilities are unsecured.
As at 31 March 2025, the Company had available ' 200 million (31 March 2024 : ' 200 million) ofundrawn committed borrowing facilities under these facilities.
Unsecured cash credit from banks carry few non-financial covenants. The Company has satisfiedall the covenants prescribed in the terms of bank loan.
(c ) The Company has been sanctioned working capital limits in excess of ' 50 million in aggregate frombanks during the year on the basis of security of current assets of the Company. The quarterly statementsfiled by the Company for the year ended 31 March 2025 are in line with revised submission made bythe Company with such banks. Further, the quarterly statement filed by the Company for the relevantperiod with such banks are in agreement with the books of account other than those as setout below:
Notes:
(a) Leasehold Land includes land allotted by KIADB amounting to ' 151.58 million for a period of 99 years.Such land is held in the erstwhile name of the Company.
(b) Further, in respect of this leasehold land, during the year ended 31 March 2024, the Company had receiveda notice from KIADB demanding additional price of ' 79.60 million on determining the final lease pricein respect of the land considering the expenditure incurred by KIADB towards the compensation forthe lands acquired, providing the infrastructure facilities and also for the maintenance of industrial area.During the year ended 31 March 2025, the Company has paid ' 0.82 million towards maintenance. TheCompany, on review of all the available documents and materials, is of the view that it is practically notfeasible to ascertain or estimate the incremental amount that may be finally determined or levied byKIADB. Accordingly, management had filed response to KIADB price revision notice seeking details ofthe factors that have been taken into account for determination of incremental land cost. The responsefrom KIADB is awaited.
The Company operates as a single business segment based on its products and has one reportablesegment, namely "manufacturer of concrete equipment”. Accordingly, separate disclosure for businesssegment is not applicable. The Company's Chief Operating Decision Maker (CODM) is the Board of Directorsof the Company which regularly reviews the financial performance of the Company as a whole. The CODMmonitors the operating results of its single business unit for the purpose of making decisions about resourceallocation and performance assessment.
The key matters include the below-
(i) The custom authorities demanded additional basic custom duty on imported parts due to wrongclassification of certain goods manufactured by the Company amounting to ' 168.39 million fromFY 2010-11 to FY 2024-25 (' 114.49 million from FY 2010-11 to FY 2023-24). The Company has filed anappeal with the authorities for the above matters.
(ii) Others pertain to disputes that the Company is contesting at various forums for claims made bycertain customers, employees and other authorities.
(iii) The Company had undertaken a bonus issuance of its equity shares in 30 March 2009 where equityshares of face value of T100 each were issued to both resident and non-resident shareholders. Thisincluded allotment of 97,500 equity shares of face value of ^100 each to Fiori SPA on 30 March2009. The Company has filed form FC-GPR on 25 September 2024 with the Reserve Bank of India('RBI'). Based on the clarifications and additional information sought by RBI, the Company hasre-filed Form FC-GPR on 06 November 2024 and further on 21 November 2024. Subsequently,the Form FC-GPR was approved by RBI on 28 November 2024. RBI has advised the Companyto file the compounding application with Bangalore Regional Office. The Company has filed thecompounding on 23 January 2025. In response RBI through its e-mail dated 15 May 2025, highlightedadditional contraventions, and sought confirmation from the Company to re-submit the revisedcompounding application considering additional contraventions. In response the Company re¬submitted revised compounding application on 22 May 2025. The Company may be subjectedto fines and penalties as part of compounding proceedings as a result of these contraventions.Management based on the advice obtained from its consultants is confident of a favourableoutcome and does not expect any material financial implications against the above matters.
The Company has a defined benefit gratuity plan (funded) for its employees. The gratuity plan is governedby the Payment of Gratuity Act, 1972. Under the Payment of Gratuity Act, 1972, employee who has completedfive years of service is entitled to specific benefit. The level of benefits provided depends on the length ofservice and salary at retirement age.
The average duration of the defined benefit plan obligation at the end of the twelve months reportingperiod is 7.64 years (31 March 2024: 7.32 years).
Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder:
1 Liability risks
(a) Asset-Liability Mismatch Risk :
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matchingduration with the defined benefit liabilities, the Company is successfully able to neutralise valuationswings caused by interest rate movements. Hence companies are encouraged to adopt asset-liabilitymanagement.
Variations in the discount rate used to compute the present value of the liabilities may seem small, butin practise can have a significant impact on the defined benefit liabilities.
Since price inflation and salary growth are linked economically, they are combined for disclosurepurposes. Rising salaries will often result in higher future defined benefit payments resulting in a higherpresent value of liabilities especially unexpected salary increases provided at management's discretionmay lead to uncertainties in estimating this increasing risk.
2 Asset risks
All plan assets are maintained in a trust fund managed by a private sector insurer viz; Kotak MahindraLife Insurance Ltd.
The Company has opted for a unit-linked fund which is market linked with options to invest in equityfunds. The Company has the option to structure the portfolio based on its risk appetite providing anopportunity to earn market linked returns. But there is an investment risk here which is borne by thecompany. A single account is maintained for both investment and claim settlement and hence 100%liquidity is ensured.
The Company also has a retirement benefit plan (unfunded) for certain eligible employees wherein thespecified eligible employees are paid retirement benefit equivalent to 10-15 days of last drawn salary foreach completed year of service. As at 31 March 2025, the Company has created a provision of ' 7.44 million(31 March 2024: '9.33 million) for the said plan.
The Company makes Provident Fund and Employee State Insurance Scheme contributions which aredefined contribution plans, for qualifying employees. Under the Schemes, the Company is required tocontribute a specified percentage of the payroll costs to fund the benefits. During the year ended 31 March2025, the Company recognised ' 45.94 million (year ended 31 March 2024'35.91 million) towards suchcontribution in the Statement of profit and loss. The contributions payable to these plans by the Companyare at rates specified in the rules of the schemes.
The shareholders of the Company, at the General Meeting held on 24 September 2024, approved theEmployee Stock Option Plan 2024 ("ESOP 2024” or "the Plan”) through a special resolution. The Plancomprises two schemes: AJAX Employee Stock Option Scheme 2024 - Scheme I and Scheme II, effectivefrom 01 December 2024 ("Effective Date”).
The Company has granted stock options to certain employees and key managerial personnel under theabove two schemes which were approved by the Board of Directors on 21 January 2025. The key terms andconditions are as follows:
Scheme I : 205,077 options granted to employees, key managerial personnel and senior managerial personnelScheme II: 1,162,132 options granted to key managerial personnel and senior managerial personnelEach option, upon exercise, will entitle the holder to receive one equity share having face value of ' 1/- each,fully paid up.
Exercise price for Scheme I and Scheme II:
Scheme I - ' 1 for 205,077 options
Scheme II - ' 262 for 1,144,068 options and ' 1 for 18,064 optionsVesting schedule for Scheme I and Scheme II:
Subject to continued employment the options granted under Scheme I shall vest as under:
30% of the options shall vest at the end of the 2nd anniversary from the grant date30% of the options shall vest at the end of the 3rd anniversary from the grant date40% of the options shall vest at the end of the 4th anniversary from the grant dateSubject to continued employment the options granted under Scheme II shall vest as under:
For 1,144,068 options, 100% of the options shall vest at the end of the 1st anniversary from the grant date. For18,064 options granted shall vest 50% at the end of the 1st anniversary from the grant date and 50% shall vestat the end of the 2nd anniversary from the grant date.
The expense recognised for employee services received based on the above mentioned schemes duringthe year ended 31 March 2025 is ' 43.32 million (31 March 2024: ' 37.23 million) and the carrying amount ofliability reflected in Employee stock option outstanding reserve is ' 80.55 million as at 31 March 2025 (As at31 March 2024: ' 37.23 million).
There were no cancellations or modifications to the awards in the year ended 31 March 2025 and 31 March2024.
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movementsin, share options during the year:
The expected life of the share options is based on historical data and current expectations and is notnecessarily indicative of exercise patterns that may occur. The expected volatility is based on annualisedstandard deviation of the continuously compounded rates of return based on the peer companies andcompetitive stocks over a period of time. The Company has determined the market price on grant datebased on latest equity valuation report available with the Company preceding the grant date.
• The Company had committed to grant stock option to certain key managerial personnel and key termsand conditions are as follows:
• The number of options to be granted would depend upon the range of valuation of the Company atIPO and calculated as a % of paid-up share capital of the Company as on 31 January 2023.
• The options shall be subject to a minimum vesting period of 1 year and shall be specified under the termsand conditions provided in the relevant employee stock option plan or terms to be approved by theBoard and Shareholders. Vesting of options shall be subject to continued/uninterrupted employmentwith the Company.
• 1,144,068 options were granted under Scheme-II in fulfillment of the original commitment during theyear ended 31 March 2025.
The Company categorises fair value measurements using a fair value hierarchy that is dependent onthe valuation inputs used as follows:
a. Level 1 - Quoted prices (unadjusted) in an active market for identical assets or liabilities that theCompany can assess at the measurement date
b. Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset orliability, either directly or indirectly
c. Level 3 - Unobservable inputs for the assets or liabilities.
The management assessed that cash and cash equivalents, other bank balances, trade receivables,bank deposits, trade payables, borrowings, lease liabilities (current), other current financial assets andother current financial liabilities approximate their carrying amounts largely due to the short-termmaturities of these instruments.
There have been no transfers between Level 1 and Level 2 during the year ended 31 March 2025 and 31March 2024.
The following methods and assumptions were used to estimate the fair values:
The fair values of the Company's investment in mutual funds are based on the market values (Level 1)prevailing as at the year end date. The fair values represent net asset value as stated by the issuers ofthese mutual fund units in the published statements. Net asset values represent the price at which theissuer will issue further units in the mutual fund and the price at which issuers will redeem such unitsfrom the investors.
The fair values of the Company's investment in bonds and NCDs are based on the quotes provided bythe bank (Level 2) prevailing as at the year end date. The fair values represent net asset value as statedby the issuers of these bonds and NCDs in the bond market.
The Company's principal financial liabilities comprise of borrowings, lease liabilities, trade and other payables.The main purpose of these financial liabilities is to finance the Company's operations. The Company'sprincipal financial assets include security deposits, bank deposits, trade receivables and cash and cashequivalents that derive directly from its operations. The Company also holds investments in mutual funds,bonds and NCDs.
The Company is exposed to credit risk, liquidity risk and market risk. The Company's senior managementoversees the management of these risks. The Board of Directors review and agree policies for managingeach of these risks, which are summarised below. The Company's risk management policies are establishedto identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and tomonitor risks and adherence to limits. Risk management policies and systems are reviewed regularly toreflect changes in market conditions and the Company's activities.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument orcustomer contract, leading to a financial loss. The Company is exposed to credit risk from its operatingactivities (primarily trade receivables) and from its financing activities, including deposits withbanks, foreign exchange transactions and other financial instruments. The Company evaluates theconcentration of risk with respect to trade receivables and contract assets as low, as its customers arelocated in several jurisdictions.
(i) Trade receivables and contract assets:
The Company's exposure to credit risk is influenced mainly by the individual characteristics of eachcustomer. However, management also considers the factors that may influence the credit risk ofits customer base, including the default risk associated with the industry and country in whichcustomers operate.
Customer credit risk is managed by the Company subject to the Company's established policy,procedures and control relating to customer credit risk management. Outstanding customerreceivables are regularly monitored. To manage this, the Company periodically assesses thefinancial reliability of customers, taking into account the financial condition, current economictrends, and analysis of historical bad debts and ageing of trade receivable. The Company createsallowance for all trade receivables based on lifetime expected credit loss model (ECL).
The Company considers a financial asset in default when contractual payments are 365 dayspast due. However, in certain cases, the Company may also consider a financial asset to be indefault when internal or external information indicates that the Company is unlikely to receivethe outstanding contractual amounts in full before taking into account any credit enhancementsheld by the Company. A financial asset is written off when there is no reasonable expectation ofrecovering the contractual cash flows.
The maximum exposure to credit risk at the reporting date is the carrying value of each class offinancial assets disclosed in note 37.
(ii) Otherfinancialassets
Other financial assets includes investments, cash and bank balances security deposits and interestreceivable which are placed with a reputable financial institution with high credit ratings and nohistory of default.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associatedwith its financial liabilities that are settled by delivering cash or another financial asset. The Company'sapproach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity tomeet its liabilities when they are due, under both normal and stressed conditions, without incurringunacceptable losses or risking damage to the Company's reputation.
The Company assessed the concentration of risk with respect to financial liabilities and concluded it tobe low.
The Company's principal sources of liquidity are cash and cash equivalents, short term investmentsand the cash flow that is generated from operations. The Company believes that the cash and cashequivalents and short term investments are sufficient to meet its current requirements. Accordingly, noliquidity risk is perceived.
Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. Theamounts are gross and undiscounted contractual cash flow, and include contractual interest paymentsand exclude the impact of netting agreements.
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest ratesand equity prices, which will affect the Company's income or the value of its holdings of financialinstruments. The objective of market risk management is to manage and control market risk exposureswithin acceptable parameters, while optimising the return.
The sensitivity analysis in the following sections relate to the position as at 31 March 2025 and 31 March2024.
The sensitivity analysis have been prepared on the basis that the amount of net debt and the proportionof financial instruments in foreign currencies are all constant as at 31 March 2025 and 31 March 2024.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respectivemarket risks. This is based on the financial assets and financial liabilities held at 31 March 2025 and31 March 2024.i) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuatebecause of changes in foreign exchange rates. The Company's exposure to the risk of changes inforeign exchange rates relates primarily to the Company's operating activities (when revenue orexpense is denominated in a foreign currency).
iii) Price risk
The Company invests surplus funds in liquid mutual funds. The Company is exposed to marketprice risk arising from uncertainties about future values of the investment. The Company managesthe equity price risk through investing surplus funds in liquid mutual funds on a short term basis.
The Company's objective is to maintain a strong capital base to ensure sustained growth in business.The capital management focusses to maintain an optimal structure that balances grows and maximisesshareholder value. The Company is predominantly equity financed. Further, the Company has sufficientcash, cash equivalents and financial assets which are sufficient to meet the debts.
ii) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument willfluctuate because of changes in market interest rates. The Company's exposure to the risk ofchanges in market interest rates relates primarily to the Company's short-term debt obligationswith floating interest rates.
The following table demonstrates the sensitivity to a reasonably possible change in interest rateson that portion of borrowings affected. With all other variables held constant, the Company's profitbefore tax is affected through the impact on floating rate borrowings, as follows:
(i) The Company does not have any Benami property, where any proceeding has been initiated or pendingagainst the Company for holding any Benami property under the Benami Transactions (Prohibition)Act, 1988 and rules made thereunder.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyondthe statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
(v) The Company has not advanced or loaned or invested funds to any other person or entity, includingforeign entities (intermediaries) with the understanding that the intermediary shall :
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Company (ultimate beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Companyshall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Funding Party (ultimate beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries,
(vii) The Company has not entered into any such transaction which is not recorded in the books of accountsthat has been surrendered or disclosed as income during the period in the tax assessments under theIncome Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(viii) The Company has not been declared as wilful defaulter by any bank or financial institution or otherlender.
(ix) The Company has complied with the relevant provisions of the Foreign Exchange Management Act,1999 (42 of 1999) and the Companies Act for the above transactions and the transactions are not violativeof the Prevention of Money-Laundering Act, 2002 (15 of 2003).
(x) The Company does not have any transaction / scheme of arrangements which requires approval fromthe Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
42 (a) During the year ended 31 March 2025, the Company has maintained its books of account in electronic
mode and these books of account are accessible in India at all times and the back-up of books ofaccount has been kept in servers physically located in India on a daily basis except for one accountingsoftware.
(b) The Company has used accounting softwares SAP, Ajaxone (Dealer/Customer management system)and Leave Management System (LMS) for maintaining its books of account which has a feature ofrecording audit trail (edit log) facility which was not enabled throughout the year for all relevanttransactions recorded in the software except for one accounting software for which such feature wasenabled at application level from 20 March 2025. Additionally, the Company did not record audit trail inrespect of the year ended 31 March 2024.
43 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions bythe company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draftrules for the Code on Social Security, 2020 on 13 November 2020, and has invited suggestions from stakeholderswhich are under active consideration by the Ministry. The Company will assess the impact and its evaluationonce the subject rules are notified and will give appropriate impact in its financial statements in the period inwhich, the Code becomes effective and the related rules to determine the financial impact are published.
44 During the year ended 31 March 2025, the Company has completed its Initial Public Offering (IPO) of20,180,446 equity shares with a face value of ' 1 each at an issue price of ' 629 per share (includes employeereservation portion of 78,947 equity shares with a face value of ' 1 each at an issue price of ' 570), consistingentirely of offer for sale of 20,180,446 shares. The total proceeds on account of offer for sale is ' 12,688.84million. The Company's equity shares were listed on the National Stock Exchange of India Limited (NSE) andBSE Limited (BSE) on 17 February 2025. Also, refer Note 6(b).
As per our report of even date
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Ajax Engineering Limited (formerly Ajax Engineering Private Limited)
ICAI Firm Registration Number: 101049W/E300004
per Rajeev Kumar Shubhabrata Saha K. Vijay
Partner Managing Director and CEO Chairman and Director
Membership No.: 213803 DIN: 03036747 DIN: 00642715
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 27 May 2025 Date: 27 May 2025 Date: 27 May 2025
Tuhin Basu Shruti Vishwanath Shetty
Chief Financial Officer Company Secretary
Membership No.: A33617
Place: Bengaluru Place: Bengaluru
Date: 27 May 2025 Date: 27 May 2025